1.5 "Chair" means the person responsible for the control of meetings of the Management Committee and of day-to-day functions.

1.6 "Secretariat" means secretariat of the Management Committee

1.7 "Consensus" means a majority of votes from those present and eligible to vote.

2. Name and Address

2.1 Name

The name of the consortium shall be the Consortium for Estuarine Research and Management.

2.2 Address

The address of the Consortium shall be that of the incumbent Secretariat.

3. Mission Statement (Object)

The purpose of the Consortium is to provide a platform for affiliated organisations and individuals with diverse expertise to collaborate in promoting the wise management of estuarine systems. This is achieved through joint participation in directed research, training, and information and technology sharing.

4. Guiding values and operating principles

4.1 The Consortium aspires to ensure the environmentally sustainable development of southern Africa's estuaries. This will be accomplished through interdisciplinary research linked to information and technology transfer which empowers legislators, regulators, managers, planners, developers and communities to make wise decisions on bio-physical and socio-economic issues affecting estuaries. It will also participate in the active application of research results to the solving of environmental problems.

4.2 The Consortium will function in an advisory capacity rather than be prescriptive and regulatory whilst advancing its Mission.

4.3 The technical and geographic focus of the Consortium is estuaries. Other environmental processes are included only insofar as they are relevant to estuarine systems.

4.4 The functional focus of the Consortium is co-operative interdisciplinary research, management and technology sharing, and support for joint commercial consultancy by members and organisations.

4.5 Wherever possible, the Consortium shall ensure that conflicts of interest between individual Members and the Consortium do not arise. This will be achieved by ensuring functional transparency within the Secretariat.

4.6 Members of the Consortium will endeavour to co-operate in enhancing the reputation of the Consortium and of other members.

4.7 Membership of the Consortium shall in no way prevent a Member from pursuing and conducting projects independently of the Consortium or from competing with the Consortium for research projects.

4.8 Members and the Secretariat shall encourage suitable organisations and qualified individuals to join the Consortium.

4.9 Members shall, in their individual and joint capacities, actively pursue projects directed at achieving the Consortium's objectives.

4.10 Members who undertake projects in the estuarine field under the auspices of the Consortium shall be required to acknowledge clearly the Consortium.

5. Membership

5.1 Membership of the Consortium shall be voluntary.

5.2 The Management Committee will decide whether a membership or participation fee is appropriate and, if so, for what period and the amount. The Committee will be required to give three (3) months notice of its intention to impose such fee or change such a fee.

5.3 The Management Committee will decide by consensus on the suitability of an organisation or individual applying for membership of the Consortium, and shall report this decision to the Members.

5.4 Notice to terminate membership of the Consortium shall be submitted to the Management Committee in writing. Such termination will take effect from the date of receipt of the notice by the Secretariat. Termination of membership shall not release a member from any obligations acquired during the period of membership. A register of Members must be kept by the Secretariat.

6. Management Committee

6.1 Control and Status

The control of the Consortium shall be vested in the Management Committee. The status of this Management Committee will be that of an independent committee not linked to, subservient to, or superior to any other committee barring those that might be formed within the Consortium.

6.2 Composition

The Committee shall comprise at least 5 persons, being:

a Member nominated from each participating organisation;

a Chair elected by the Consortium in general session;

a Vice-Chair elected by the Management Committee; and

a member elected by individuals who are Members but are not represented through an organisation.

6.3 Tenure

The Management Committee will decide on the period of tenure of the Chair.

6.4 Resignation

Committee members intending to resign from the Management Committee must indicate their intention in writing to the Secretariat giving a minimum of 1 (one) month notice.

6.5 Duties

The duties of the Management Committee are to:

co-ordinate the activities of the Consortium;

assess and report on project proposals generated under the auspices of the Consortium;

monitor and provide advice on projects being conducted under the auspices of the Consortium;

assess the credentials of organisations and individuals wishing to become members of the Consortium;

maintain an updated record of all by-laws of the Consortium;

inform Members of possible projects, to consider applications to participate in projects, and to recommend to clients/funders which Members should participate in projects; and

carry out any other tasks that advance the Mission of the Consortium.

7. Meetings of the Consortium and the Committee

7.1 Meetings, to which all Members are invited, will be held annually, except that they may be held more often at the discretion of the Management Committee.

7.2 Meetings of the Management Committee should take place on a six-monthly basis or more often should the Chair deem this necessary.

7.3 21 (twenty-one) calender days notice of meetings should be given in writing. In the event of shorter notice the Chair, given formal objection by a Member or Members, shall declare the meeting invalid.

7.4 Not less than half the total number of representatives of the Management Committee or the Consortium shall constitute a quorum.

7.5 Decisions made by the Committee or the Consortium will be by consensus.

7.6 Where a decision is required that cannot be achieved by consensus, the final decision will then rest with the Chair.

7.7 The Secretariat should endeavour to schedule meetings at times and locations where the least subsistence and travel costs are incurred by Members and/or the Consortium.

8. Finances

8.1 The control of and responsibility for financial transactions of the Consortium will be vested with the Management Committee.

8.2 Authority to draw money on behalf of the Consortium will require the signature of any two persons nominated by the Management Committee.

8.3 The Management Committee shall ensure that the Secretariat keeps accurate and appropriate financial records which must be audited and presented to the Consortium annually.

8.4 The control of project contractual obligations shall be vested with that organisation or individual Member involved in the project.

9. By-laws

9.1 The by-laws governing the functioning of the Consortium shall be kept up to date at all times and shall be available for inspection on request.

10. Amendments to Constitution

10.1 Any proposal to amend the Constitution must be submitted to the Secretariat and circulated to all Members 21 (twenty-one) days prior to a meeting.

10.2 To be successful, a proposal to amend the constitution will require a two-thirds majority of Members present and voting.

11. Interpretation

11.1 Any matter not specifically provided for in this Constitution and any question of interpretation thereof shall be decided by the Consortium.

12. Dissolution and Liquidation

12.1 The Consortium may be dissolved by a resolution passed at any meeting of the Consortium provided that such a resolution is passed by a three-quarters majority of those present and voting, and that intention to dissolve the Consortium is circulated to all Members at least 21 (twenty-one) days prior to this meeting.